Ultimate Dark Knight
by Spidey108
Summary: Bruce Wayne came back after disappearing for eight years. Now a teenager in High School, he's looking to rid the New York Streets of crime. Will he be successful or will his obsession with it be his end? Rated T starts Pre-Ultimate Marvel and slowly builds into it.
1. Chapter 1: Birth of the Bat Part 1

_**Chapter 01: Birth of the Bat Part 1**_

A sixteen year old boy with black hair and blue eyes looked out the window of the limo he was in with a dark look.

His name is Bruce Wayne the heir to Wayne Tech, a company designed by his father Thomas Wayne.

A lot of reporters were outside hoping to get a picture of Bruce for one reason.

Because after eight years of him disappearing, he finally came back to New York.

But with one goal in mind.

Vengance.

"Here we are Master Bruce." A man in his forties said as he had a mustache that was turning gray and wore a black suit.

"Thank you, Alfred." Bruce said with a nod.

Alfred Pennyworth was the one to raise Bruce after the death of his parents.

However, Alfred became the butler instead of a Godfather because he felt that Bruce wouldn't take kindly to someone trying to be a father to him.

"Are you certain of this?" Alfred asked eyeing the reporters with a little distaste due to some of them being like Vultures.

"I am." Bruce said with a nod. "In order to take the company back, I need to finish school... And I need Bruce Wayne to stay in the spotlight."

Alfred frowned, knowing what his charge has planned and he did not approve of it, but he knew that whether or not he says his opinion that Bruce would do it anyways.

He still remembers Bruce before his parents death.

_**-Eight Years Ago-**_

"Bruce!" A brunette woman with blue eyes said sternly as an eight year old Bruce ran out of the kitchen with some cookies while laughing. "Get back here right now! You'll ruin your appetite!"

Bruce didn't listen to his mother Martha Wayne.

But it was mostly because the cookies weren't for him.

As soon as he made it to a certain part of the mansion, Bruce met up with another eight year old kid who had black hair and brown eyes. "Here you go, Jack."

Jack Napier gave a smile. "Thanks, Brucie." He said gratefully.

Bruce pouted. "I hate that nickname." He said with his arms crossed.

"I know, which is why I call you it." Jack said with a chuckle.

They were the most unusual friends that anyone would see.

Bruce Wayne, the son of one of New York's richest families and Jack Napier the street urchin who loves to play jokes on people.

It started in elementary school where Bruce was being picked on by a big kid named Waylon Jones and Jack actually defended him.

"You do realize that you can meet my parents right?" Bruce asked causing Jack to pause. "I'm sure they'll be happy to help you."

"... Maybe." Jack said looking unsure.

Jack always had trust issues, especially with rich people but after getting to know Bruce, he grew to think of the kid like a brother.

But he wasn't sure how his parents would react to him, a street urchin, being friends with their son.

Some people would think he was taking advantage of Bruce.

But he was happy to have a friend.

Bruce frowned a bit. "Well if you're sure."

"It's fine, Brucie." Jack said with a forced smile. "I'll meet them someday, I can promise that."

_**-End Flashback-**_

Bruce sighed as he walked through the courtyard as people were taking pictures of him.

"Mr. Wayne, what is your opinion on Wayne Tech?"

"Where have you been, Mr. Wayne?"

"Do you plan to retake your families company?"

"What happened on the night of your parent's deaths?"

Bruce was tempted to turn around and yell at them for that last question but a teacher walked out.

"That's quite enough of that." Victor Fries the biology teacher said in a cold tone. "Get off of School Property."

"... Thanks." Bruce said shouldering his backpack.

"It's no problem, Mr. Wayne." Prof. Fries said with a nod. "Nobody should endure those vultures."

But as Bruce walked through the halls, he heard whispers around him.

"Isn't that Bruce Wayne?"

"I'm surprised he's still alive!"

"Didn't he disappear?"

Tightening his grip on his bag, Bruce looked up at a familiar voice.

"Well, what do we have here?" A tall muscular teen with brown hair and green eyes.

"Jones." Bruce said with a dark look.

"Hello Wayne." Waylon Jones cracked his knuckles as people started to gather around him. "It's been years and this time Clownie isn't around to save your ass."

Bruce narrowed his eyes at the shot at Jack.

Waylon has taken to calling Jack clownie, due to his penchance for pranks, sometimes with him being the victim.

"You don't need help getting your ass kicked." Bruce retorted.

Waylon clenched his fists before smirking. "At least I don't cry over my pathetic parents."

Bruce glared at that shot and was about ready to get into a fighting stance that he learned when a teacher came to break it up.

"We'll see you later, Wayne!" Jones shouted as he walked towards Gym.

"Wow, speaking like that to Waylon Jones." Bruce turned to see a brunette teenager with glasses as he held some books in his hands. "You're either brave or nuts."

Bruce rolled his eyes at that. "Whatever." He muttered as he walked away.

The kid blinked. "Alright, well see you." He said as he walked back towards his class.

0-0-0-0-0-0-0-0-0-0-0-0

After school, Bruce was back in the limo as he looked outside to see a lot of people on the streets as he clenched his fist.

"And how was school today, Master Bruce?" Alfred asked as he drove through the crowd.

"It was nothing unusual." Bruce answered as stopped by an alley, due to a red light.

The alley where it happened.

_**-Eight Years Ago-**_

"That was fun." Bruce said smiling as they left a premier showing the Mask of Zorro again after years it was made. "Hey Dad, can I learn swordsmanship?"

"We'll get you lessons." Thomas Wayne, a man with black hair and a black mustache joked before Martha lightly hit his arm.

"Don't get him started, Thomas."

"It's alright, Martha." Thomas kissed the top of his wifes head. "A little hobby will do the boy some good."

Seeing a discarded newspaper, Bruce picked it up and rolled it into a small club. "Take that!" He said pretending to fight a bad guy with a smile.

"You're a natural." Thomas said with a laugh as he looked at his watch. "Come on."

"Where are we going?" Martha asked as they walked down an alley. "I thought Alfred was meeting us outside the theaters."

"I spoke to him about meeting up outside another store." Thomas answered as Bruce continued to pretend to fight villains. "It'll just take a second."

"If you're sure." Martha said as they continued to walk.

As they neared the end of the alley, a lone man walked out before pulling a gun out. "Your money!" He said in a dark voice, causing Bruce to drop the paper in fear while Thomas got in front of Bruce. "All of it."

"A-Alright." Thomas said, not wanting any trouble as he pulled out his wallet and he went to give it to the man only to drop it. "Hold on." Thomas bent down to pick it up.

A sudden noise caused the man to jump, accidently pulling the trigger.

_Bang!_

Thomas's eyes widened as Martha screamed as he fell over, the light leaving his eyes.

"D-Daddy?" Bruce asked with wide eyes.

"S-Shut up!" The man said in a panic.

He didn't mean to kill anyone, he was just hoping to get some money.

"Stay away, run Bruce-." Martha screamed before the man shot her, to get rid of the witnesses.

"Mommy?" Bruce asked falling to his knees as his parents bodies littered the floor with a pool of blood dripping from them.

The man went to finish, but he faltered at seeing the kid and he shook. "I'm sorry." He whispered as he took off running.

There were footsteps as people heard the gunshots and came to investigate, while a cat came out of a nearby dumpster showing what the noise that spooked the gunman was.

As people saw the dead bodies and Bruce kneeling in front of them with tears in his eyes, somebody screamed and it was a frenzy as somebody called the cops.

_**-End Flashback-**_

Clenching his fists, Bruce felt tears sting his eyes as the light turned green and Alfred drove off.

0-0-0-0-0-0-0-0-0-0-0-0

That night, Bruce was back out into town, only this time he wore a cap on his head that was a ski mask, some gloves to hide his fingerprints and he was wearing some kevlar underneath a coat.

'_Time to see if the training paid off._' Bruce thought as he stalked through the streets.

For six years he's been training with one purpose.

To get rid of crime in New York.

To prevent what happened to him from happening to anyone else.

Hearing the sounds of a window breaking, Bruce looked to see a nearby store being broken into so he pulled the ski mask on.

"On the ground." Bruce ordered as the crooks got a look at him.

"Tch, who does this guy think he is?" The first thug muttered. "Messing with the Falcone's Operation!"

"Think he's one of Kingpin's guys?"

"Forget that, just waste the guy."

They came at him and Bruce kept a calm exterior as one of them swung a crowbar at him as he ducked before grabbing the arm with the crowbar and slamming into the elbow making the arm bend in the wrong direction with a sickening crack as he took the crowbar and used it to slam into another guys kneecap.

"You piece of shit!" The third guy pulled out a gun and shot at Bruce, hitting him in the chest. "Hah, not so tough now are you-?" The man was surprised as Bruce jumped back to his feet and kicked the gun out of his hands. "What?!"

"It's called Kevlar." Bruce said as he did a palm strike on the man's chin knocking him out.

Then a sound of a motorcycle went off and Bruce turned to see the last thug coming at him, swinging a chain.

"You're dead, freak!"

Narrowing his eyes, Bruce ran at the motorcycle and jumped off the front doing a back flip, kicking the guy off the motorcycle.

Unknown to any of them the man who protected Hell's Kitchen, wearing a red bodysuit was watching the thing in interest.

'_Young, Sixteen by the sounds of the hearbeat._' Daredevil thought as he fingered his billy club. '_Very healthy and he knows how to fight._'

But Hell's Kitchen was his territory and he wasn't going to let a stupid kid who had no idea what he was doing get in the way.

The man groaned as Bruce put a foot on his face.

"Falcone's plans, what are they?!" Bruce said in a stern tone.

"Screw you pal!"

"I'm not asking again."

"Tch, what am I supposed to be afraid of a dumbass in a ski mask?"

Bruce went to answer when another man spoke up. "No but you should be afraid of me."

Bruce spun around to see Daredevil landing on a nearby car.

"Fuck, the devil." The conscious man whimpered.

"You know the price of dealing in Hell's Kitchen." Daredevil said in a dark voice.

"Alright, I'll talk!" The thug said knowing how Daredevil operated. "There's a shipment coming in a month's time, it'll be big. That's all I know I swear-."

Bruce knocked him out as he spoke. "I could've made him talk." Bruce said with a look.

"Kid, go home." Daredevil ordered causing Bruce to stiffen up at being called a kid.

"I'm not a kid-."

"I can tell that you're sixteen." Daredevil said gruffly. "You have training, I can see that, but you have no idea what you're getting yourself into."

Bruce glared at the man. "I know fully well-."

"Shut it." Daredevil gave him a look. "I'm letting you go this time, but if I see you in Hell's Kitchen again, I'm taking you down."

With that Daredevil took off, using acrobatics to get to the roof.

Hearing police sirens, Bruce quickly took off and pulled the mask up to his head to make it a hat again as he walked away from the crime scene.

0-0-0-0-0-0-0-0-0-0-0-0

Bruce was now in Wayne Mansion at four in the morning as he stared at the portraits of his parents.

"I never got them to talk." Bruce whispered as he sat down looking at the portrait. "I have the training, the skills but they didn't care."

Then he thought back to how they reacted to Daredevil.

"Fear." Bruce muttered as he clenched his fist so hard that his nails were biting into his palm. "Fear wins half the battle."

He looked outside to see the graves.

_**-Eight Years Ago-**_

Bruce stood outside of his parents graves as the funeral ended and people were going home.

Alfred was waiting nearby and was about to say something when Bruce spoke up.

"Why?"

Giving a start, Alfred thought he was talking to him and was about to answer.

"Why?" Bruce looked at the sky with tears flowing through his face. "Why didn't anyone stop that man? Why did he get away? The bad guy never gets away, so why did he? **WHY?!**"

Alfred felt his heart break at the anguish that Bruce was feeling before Bruce's eyes darkened so much that he felt a shiver.

"Well if nobody will stop him... **I WILL!**" He roared as the skies began to rain. "I'll hunt them all! I'll learn to fight them! I'll make them pay. I'll fight to make sure that nobody gets hurt again!"

Alfred had wide eyes at seeing Bruce like this, seeing the rage on his face.

"**I SWEAR IT!**" Bruce shouted when lightning flashed as if something new was being born.

And that night was the night that Bruce Wayne disappeared.

_**-End Flashback-**_

Bruce clenched his fist, remembering his promise to do this.

'_But how do I make them fear me?_'

As if somebody was giving him an answer, he heard a screech as something slam through the windows and Bruce turned to see a bat falling down as the glass cut it.

Bruce stared at the bat as it died while Alfred ran in with a shotgun only to stop at seeing the bat. "Master Bruce are you alright?" He asked before seeing the vest with a bullet in it on the chair. "You went out?!"

"That's it." Bruce muttered picking the bat up as Alfred looked confused. "This is what I'm missing."

"Master Bruce?"

"If nobody fears a normal man, I will become something unnatural." Bruce said as he walked off. "I'll become a Bat."

**To Be Continued...**

** So what do you think of this take of Batman being in the Ultimate Universe? Instead of Gotham he lives in New York and this is before many of the heroes and villains showed up. Peter hasn't been bitten. The only vigilante is Daredevil.**

** The Ultimates haven't formed yet.**

** And I'm pretty sure you know who Jack Napier is?**

** I've read a story that was discontinued after the second chapter with the same thing with Bruce and Jack being friends but it was never properly explored.**

** So I decided to do this and I hope you enjoyed my take on Batman's origins.**

** So please review and tell me what you think.**


	2. Chapter 2: Birth of the Bat Part 2

_**Chapter 02: Birth of the Bat Part 2**_

Ten year old Bruce Wayne sat in an alley with barely any food.

It's been two years since he ran away from home.

Alfred tried to be a father to him and Bruce appreciated that.

But he just couldn't stay.

"What have we here?" Bruce looked up to see a man that looked to be in his fifties with black hair and a black goatee, wearing dark clothing. "Bruce Wayne, am I right?"

"How do you know me?" Bruce asked with a hoarse voice, considering he hasn't talked that much lately.

The man smirked. "Information is a good friend to have Mr. Wayne." Then he frowned. "I am sorry for your loss."

Bruce looked away, tired of hearing about it. "Right." He said about to walk away.

"How would you like to find the man?"

That made Bruce stop with one foot in the air as he slowly turned his head. "What?"

"I can help you find the man who killed your parents." The man said with a nod. "I can even train you to not be afraid if he points a gun at you if you will."

"What's the catch?" Bruce asked being on the streets long enough to know that there's always a catch.

"I wish to change the world." The man said to Bruce. "To save it from destroying itself and I see a lot of potential in you. You have conviction, you just need the training."

"What do I do?" Bruce asked curiously feeling intrigued.

"Join me in training." The man offered.

"You expect me to trust somebody I just met?" Bruce asked with a scoff.

"I would be disappointed if you did." The man said in amusement. "You may call me Ras Al Ghul."

0-0-0-0-0-0-0-0-0-0-0-0

_**-Present Time-**_

Bruce opened his eyes as he yawned, it's been a week since his small run-in with Daredevil and he has been working on his new look.

Despite being unable to attend WayneTech meetings, he's been able to get a look into their Applied Science Divisions to see a bunch of projects that were shut down.

One of them included a combat suit that offered a lot of protection.

The other night, he's been working on it and using some black spray paint before putting a symbol of a bat on the chest, surrounded by a yellow circle.

There was even a small motorcycle there that he took... It was an abandoned project so they wouldn't miss it anyways.

Right now he was hiding all of it in a cave that was actually hidden beneath the mansion.

"Is this all necessary, Master Bruce?" Alfred asked walking into the cave to see what he was working on.

"It is." Bruce said as he picked up a small weapon that he made that looked like a boomerang in the shape of a bat and threw it with pinpoint accuracy on a target nearby. "As I recall somebody telling me, criminals are a superstitious and cowardly lot, so if I prey upon their fears, make myself seem superhuman to them then the battle is halfway won."

"Well, at least you're doing some things right." Alfred commented seeing the suit.

"Yes the suit is made of triple weave kevlar that is mostly center on the chest, which is why I added the yellow, I want the criminals aiming there rather than the other places." Bruce said before looking at the black gauntlets he had. "And these are good for blocking knife and sword strikes-."

"I'm sorry Master Bruce, but did you say Sword strikes?" Alfred asked in confusion.

"There are still people who uses weapons like that." Bruce said being lost in memories.

_**-Five Years Ago-**_

"You need to focus." Ras Al Ghul said as he and Bruce were training inside of an abandoned church in a district of New York called Gotham which stretched for miles away from the actual city.

Ras and Bruce were dueling with swords as each strike that Bruce tried was easily blocked.

It's been a year since Bruce accepted Ras's offer and he was already stronger than he used to be and knew a few fighting styles.

But the man was a slave driver and continued to push Bruce to his limits.

"Remember, how you fight and where you move, makes all the difference." Ras said as he pushed Bruce back slightly where there was mud inside the church and Bruce slipped a bit before he was held at swordpoint to the neck. "Never let your guard down."

_**-Present-**_

"Master Bruce, if I may be so bold, perhaps you should have a gun with you to protect yourself-." Alfred began before Bruce gave him a glare that he developed in his training.

"No guns." Bruce said angrily.

There was no way he was touching one of the weapons that took his parents lives.

"It is suicide to go out there without one." Alfred said looking stern. "And if what you told me about this Daredevil is true, he will fight you."

"I have no wish to fight someone hunting criminals." Bruce answered as he threw another Batarang as he's taken to calling it, towards the target. "That's why I'll be avoiding Hell's Kitchen for awhile."

"As you wish, Master Bruce." Alfred said before seeing Bruce pull out a cowl that had long ears where he was putting a police radio. "And where are you going to do this crusade of yours?"

Bruce looked down, knowing that any area near Hell's Kitchen would put him in conflict with Daredevil before he gave a small smirk.

"Gotham." Bruce said with a nod. "Gotham is crime infested and it's where I've had my training so I know the area pretty well."

"Knowing the area well helps wins the battle." Alfred agreed still unsure about Bruce going through with this.

"And Falcone's men litter the place as well." Bruce said gripping his hands tightly. "He's the first I'll aim at."

"Well Master Bruce, perhaps you'll continue your planning, after school." Alfred said causing Bruce to pause as he looked at the time before sighing.

"I should've done online schooling." Bruce muttered.

"There will be none of that." Alfred said with a nod. "You need to be out with your peers."

"I'm not a people person." Bruce told him as they were leaving the cave.

"But Bruce Wayne has to be." Alfred tried that approach causing Bruce to think about that. "If you want to keep suspicion off of you."

'_And maybe you'll get some real friends._' Alfred thought.

"... No promises."

0-0-0-0-0-0-0-0-0-0-0-0

Bruce sat alone in his corner in class as he had a few books out.

A lot of people attempted to be his friends, mostly due to his families money but he quickly showed that they weren't welcome as he continued reading.

After a few seconds, he felt two people near him and he looked up to see the same brunette who talked with him after the small skirmish with Waylon Jones as well as a red head girl who had green eyes.

"Um... Hi." The brunette said with a wave.

"What?" Bruce asked in a cold tone.

"Uh, just wondering what you're reading." The brunette said while the red head looked a bit off from the cold attitude. "The name's Peter. Peter Parker."

"I'm reading Hamlet." Bruce said as he turned the page, waiting for them to go away.

"That's cool." Peter wasn't sure how to talk with him as he sheepishly rubbed the back of his neck.

"Hey a couple of people will be hanging out in town after school, do you want to come?" The redhead asked.

Bruce paused as he eyed them. "No." He said after a short pause.

"Come on it'll be fun." The red head persisted.

"MJ, he said no." Peter said trying to keep Bruce from being annoyed.

"But he doesn't have any friends here-."

Bruce glared a bit, but he could see that they were trying to be friendly instead of going after his families money.

He wanted to tell them no again, but he remembered what Alfred said to him.

"... If I agree, will you leave me alone?" Bruce asked with a look while Peter and MJ looked surprised.

"Deal." MJ agreed before looking at Peter. "I told you he would agree."

Peter chuckled a bit as they left. "So you did."

Bruce mentally berated himself because he could be using the time to be working on his gadgets.

0-0-0-0-0-0-0-0-0-0-0-0

Bruce sat in the mall with MJ and Peter as they were eating.

MJ and Peter were doing all the talking, while Bruce just nodded every few seconds, wanting to go home already.

"So Bruce, what type of music do you listen to?" MJ asked in an attempt to get Bruce to talk.

"None." Bruce said with a grunt.

"Alright, everyone listens to music." Peter said with a chuckle before a French Fry hit his face.

"**GOOOAAAALLLL!**" A huge guy shouted as he gave a blonde teen a high-five.

"I really hate those guys." MJ muttered as Bruce turned to see Waylon with them. "Don't they have better things to do?"

Waylon met his gaze and gave a smirk.

"It's alright MJ." Peter said with a short smile. "It doesn't bother me-."

Then a taco came and slammed into his face covering him in food as the Jocks laughed.

Bruce narrowed his eyes at that.

He may not count Peter or MJ as a friend but he hated seeing people get picked on like that.

But as he went to get up a hand went on Peter's shoulder. "You need help getting cleaned up?" It was an elderly man with grey hair that was pulled into a ponytail who wore glasses.

"Uncle Ben." Peter had a grin.

"Hi Mr. Parker." MJ greeted with a smile. "What are you doing here?"

"I needed some pants, so I came to buy some." Ben said with a kind smile.

It reminded Bruce of his Dad a bit.

"So I haven't met you before." Ben had a kind smile, although he did glare at the jocks for what they did as they looked away.

"Bruce Wayne." Bruce introduced himself as Ben chuckled.

"Pleasure to meet you." Ben said looking genuine. "Now Peter, how did you and MJ do on that Science Whatchamazoot Doohickey Project you and Peter were working on?"

"Peter didn't tell you?" MJ asked looking at her childhood friend.

"Well I didn't want to bore him with the details." Peter said with a chuckle.

"I think we did great." MJ inputted.

"You always do." Ben answered with a chuckle. "Well I'll be going now, have fun."

As he left, Bruce really felt out of place right now before he turned to see a familiar face that he hasn't seen in a long time.

"Jack?" Bruce asked getting up causing the people he was with to look at him.

Jack Napier turned around wearing a purple shirt and blue jeans and he looked confused before smiling. "Brucie!"

"I told you that I hated that nickname." Bruce said sounding like his old self as Jack gave him a hug.

"Man it's been years since I've seen you." Jack said with his everpresent grin.

"I know, you look like you're doing well for yourself." Bruce said indicating the clean clothes.

"Oh I've managed to work my way out of being penniless." Jack said before looking behind Bruce to see Peter and MJ. "Mind if I meet your new friends?"

"Jack so far you've been my only friend." Bruce promised him as he lead Jack to the table.

Peter and MJ were surprised because they could barely get a word out of Bruce, but this Jack person got him to speak full sentences.

"So you two know each other?" MJ asked curiously.

"Since Daycare." Jack said throwing an arm around Bruce to mess with him. "Saved his butt from Waylon Jones a few times and we've been the oddest pair you've ever seen. Man the trouble we got into."

Bruce snorted surprising Peter and MJ. "Yeah with your penchance for pranks." He said gently prying Jack's arm off of him.

"Oh come on, most of them deserved it." Jack said with a sigh. "I managed to get Waylon a few times with itching powder."

"That he blamed me for." Bruce countered.

"Alright, you got me there, but I've had your back for awhile." Jack then looked concerned. "But then you disappeared."

Bruce chuckled. "I was in the city, that much I'll tell you."

_**-Four Years Ago-**_

"So you lead a group of Assassins?" Bruce asked as they were paused from training.

Ras managed to teach Bruce about stealth and different weaponry.

"A long time ago." Ras answered with a sigh. "But my old home has fallen into a state of disrepair so much that I was forced to move out here. I think it's a curse living out here."

"Why?" Bruce asked as Ras looked out the window.

"Because this city is corrupt." Ras answered without hesitation. "Everyone in this city looks out only for themselves, Bruce. They don't care, they damn others for their own gain. The Falcones and the Kingpin are prime examples of this."

"But there are good people." Bruce argued remembering Alfred and Jack.

"That may be true." Ras told him. "But these good people are too few and far between. From what I've seen, there is no salvation for this city."

Bruce looked down at hearing that.

He believed differently.

_**-Present Time-**_

"So you go to Midtown?" Peter asked as Jack curiously.

Jack shook his head. "Nah, I've taken to online classes." He said making Bruce frown a bit at that.

'_Lucky._'

"Mostly to avoid dealing with dumbasses like Waylon."

"What was that Clownie?!" Waylon asked overhearing that.

"You heard me Jonesy!" Jack shouted back.

"Is he nuts?" Peter asked Bruce in shock.

"I've stopped wondering that a long time ago." Bruce answered back.

Waylon ran to punch Jack who smiled and held up a bottle of mustard that was on their table, spraying Jones in the eye with it.

"**GAH!**" Waylon cried out holding his eyes in pain.

"I thought you loved mustard." Jack said laughing a bit.

"Jack, wasn't that a bit... Much?" Bruce asked remembering how he only did Whoopie Cushions, itching powder, stink bombs and spraying water.

"He came at me first." Jack said with a shrug before getting a text on his phone. "Well as nice as today was Brucie, I need to go, see you later?"

"Always." Bruce shook hands with him.

"That was a bit harsh." MJ said as Jack was gone while Waylon was still trying to get the mustard out of his eyes.

"A bit?" Peter asked before Bruce got up.

"Well I need to go as well, I made a promise to Alfred to help him with something."

"Alfred?" Peter asked.

"My... Grandfather." Bruce said after a seconds hesitation.

0-0-0-0-0-0-0-0-0-0-0-0

Bruce was back in the cave messing with a yellow belt that he put some of the Batarangs in as well as some smoke bombs that he made.

"Back here again, Master Bruce?" Alfred asked.

"The sooner I get this done, the sooner I enact my plan." Bruce answered without a look.

"And how was your day of being with your peers?"

"Peter Benjamin Parker and Mary Jane Watson seem nice enough." Bruce said already knowing their full names. "I ran into Jack at the Mall again."

Alfred raised an eyebrow, remembering the prankster and it was only because Bruce begged him that he didn't introduce the boy to the Waynes. "And how is he these days?"

"He still plays jokes but he has a job that gives him a good income." Bruce answered before putting the belt down and he opened a case to show a black cloth. "He even takes online classes... Although I don't know where he's working yet."

"And what is this cloth for?" Alfred asked as Bruce took it to the suit.

"It's actually nano-fiber." Bruce said touching the soft cloth as he attatched it to the cowl. "Experimental to be tear resistant and fire proof. The only reason there isn't more like it is because of how much it would cost to make."

"Any other high-tech advances?" Alfred asked a bit impressed by how Bruce was making sure to be ready this time.

"Ever shifting lenses inside the cowl." Bruce said holding it up to show souless white eyes. "To reduce being identified through the possibility of eye identification. It even has a security measure of stun gas and small electrical shocks to prevent anyone but me unmasking myself. The lenses can also be used to identify suspects, see their skeletal structure to identify weak points as well as their condition."

"And is it bullet proof as well?" Alfred asked the important question. "Unless you want anyone getting the idea of a headshot."

Bruce just smirked. "The front and the sides have small insertions of armor, I did that myself to prevent any concussion blows or gun shots to the head."

"You've really thought this through." Alfred admitted as Bruce sat down.

"I have." Bruce said with his eyes narrowed. "For years."

_**-One Year Ago-**_

"Ras, I'm telling you, there are good people in New York." A fifteen year old Bruce said as he spoke with Ras, upon hearing his actual plan. "What you're suggesting is genocide!"

"In order for people to be free, we must burn them to the ground." Ras answered expecting this conversation. "The League of Shadows has always been there to fight corruption, to do what is necessary so no one else has to. When Rome became too corrupted we burned it, just like how we're doing in New York."

Then he looked at Bruce.

"I want you to rebuild the League and lead the attack on this city."

"I only agreed to save New York." Bruce said darkly. "And to find my parents killer."

"Bruce, I've grown to care for you and I see you as my successor." Ras said as his hands inched towards his sword. "I told you many things about the League one of them was a lie."

"Like what?" Bruce asked getting into a defensive stance.

"The fact that I've lead the league for centuries." Ras said with a smirk.

Now Bruce looked surprised. "What?"

"I have been around for nearly eight hundred years Bruce." Ras answered with a nod. "I've seen the worst of humanity and I know when a city can't be saved-."

"Well you're wrong about this." Bruce said in anger.

Ras sighed. "A pity." He pulled his sword out. "Looks like I'll have to knock some sense into you."

Ras came at him with a downward swipe but Bruce blocked it with his gauntlets.

"You aren't using your sword?" Ras asked with a smirk.

"I'm doing this my way." Bruce answered doing a left hook that Ras blocked.

"You can't expect to beat me with your bare hands." Ras scoffed at him jumping back from a kick.

"I'm showing you that you're wrong." Bruce said defiantly as he threw a smokebomb down. "I'm saving the city, not destroying it."

"You're too naive!" Ras snapped as he moved through the smoke and kicked Bruce through the decrepit wall. "And I'm the one who taught you, do you really believe that the student can beat the master?"

Spitting out blood, Bruce slid underneath Ras and kicked the back of his leg, causing him to cry out in pain.

"Like you said, you were getting to old." Bruce said before grabbing the sword as he kicked Ras in the face.

Ras chuckled as he looked at Bruce. "Well done, Bruce." He held out his hands. "Well go on, finish it."

Pausing as he held the sword, Bruce threw it to the side. "I'm not killing you." Bruce said with a determined expression. "I'm not a killer."

Ras glared. "You are never saving anyone if you show mercy!" He spat out. "The criminals won't be as naive-."

"That's what seperates us from them." Bruce countered as Ras went to lunge at Bruce only for him to block and kick Ras again causing the man to fall out the window.

Eyes widening, Bruce ran to the window to see Ras holding on to the side as he struggled not to fall. "Ras!" Bruce held out his hand. "Grab my hand!"

Ras gave Bruce a look and chuckled. "Never show mercy." He said before letting go and Bruce watched as he fell to the streets.

_**-Present Time-**_

Shaking his head, Bruce put the suit up, it would be finished the next day.

'_Tomorrow night._' Bruce thought as he left the cave. '_Gotham will meet the Batman._'

**To Be Continued...**

** Phew. So how do you like this chapter? I hope I did Ras Al Ghul some justice.**

** The next chapter will show Bruce's attempt at being Batman.**

** Oh and I had a few people asking to keep Gotham, so I made it a district in New York like Hell's Kitchen.**

** And the parts that people would recognize from Ultimate Spider-Man Issue # 1? The spider bite still doesn't happen for another month.**

** Now onto reviews.**

** Phantom Fan: Thanks but he'll be working by himself instead of having a mentor. He just needed to realize that fear was a good weapon to use. And sorry to say, it's not the same universe as Renegades. That was what this chapter was about... Besides the flashbacks of his training, I figured that in the very first attempt he would wear nothing but gloves, a coat, kevlar and a ski mask. Huh, good point about Bruce and Tony knowing each other.**

** NightMaster000: Yes it will. I figured it would be interesting to type.**

** Coldblue: Thanks, having Bruce in character was the hardest thing I had to do because I'm so used to typing the main characters to be witty-banter users or plain jokesters. So typing somebody serious was hard to do. Yes, you hit the nail on the board, Jack is Joker. Now for your questions. 1) Yes but in the Ultimate Marvel world it fell apart due to lack of trainees and due to time. Ras survived and lived in New York where he attempted to rebuild it by having someone else as leader. 2) I think it'll be fun to type with SHIELD trying to figure out who Batman is but not succeeding. 3) He'll stay out of Hell's Kitchen for awhile. 4) Yes you will, especially Gordon because he was an important Batman character. 5) Oh he will.**

** DarkPhantomGamer: No Daredevil won't be a mentor, but Batman did learn to strike fear into Criminal's hearts from that one interaction seeing how that one thug changed to a fearful man at the sight of Daredevil. And yes that was a reference to B: TAS, I'm happy you liked the origins and I hope you liked this chapter showcasing Ras Al Ghul.**

** Alright, that's enough for now.**

** Spidey signing out.**


	3. Chapter 3: Birth of the Bat Part 3

_**Chapter 03: Birth of the Bat Part 3**_

A man was running on the rooftops in the Gotham District, scared as he looked over his shoulders to see a demon in black with souless white eyes chasing after him.

"S-Stay away!" He shouted in fear as he attempted a long jump to another rooftop and turnedd to see the creature holding a gun with a grappling hook, but it gave smoke instead of firing.

Giving a glare, the creature went to make the jump.

Then to the man's relief the creature didn't make it as he fell in the middle of the jump.

The creature cursed under his breath as he grabbed onto an air conditioning machine on the side of the wall to stop his fall before it broke off and he hit a dumpster.

"Ow." Batman muttered as he steadily stood up, shaking his head before looking to see the guy was long gone. "Damn it."

Tonight was the field test for his suit and he let the bad guy get away because he couldn't make the jump like the thug did.

Probably because the suit weighed him down.

'_I need to fix this problem._' Batman thought as he pressed a button on his Utility Belt and a sleek Motorcycle came to him due to GPS systems and he got on it. '_I can't afford for that to keep happening._'

He swerved between traffic on the motorcycle already practicing how he could move like that within the Batcave as he's taken to calling it.

"_Master Bruce._" Alfred's voice came through the com in his cowl. "_How goes the night?_"

"Lousy." Batman said going between two cars before anyone could see him. "I fell into an alley while chasing a criminal... I need a way to fix my grappling gun."

"_I told you it wasn't ready._" Alfred replied causing Batman to scowl.

"Well unless you have a bright idea on how to, I don't want to hear it." Batman answered darkly.

"_I think I know someone who could._" Alfred said causing Batman to pause.

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"What?" Alberto Falcone asked with a raised eyebrow. "You expect me that a creature came out of the shadows and ruined tonights shipping?"

"Mr. Falcone, I'm telling you it was a creature." The same thug from earlier said sweating. "It was pure black and it had souless white eyes, it took down all the others and I barely got out of there alive-."

"Right what's more believable?" Falcone asked sarcastically. "That you got greedy or the boogeyman ruined my shipment?"

"No I'm telling the truth!" The man protested as one of Falcone's guards took him out of the room to take care of him.

"Mr. Falcone, a few of them were arrested." One of his guards said as Falcone lit a cigar. "It could be that Devil around Hell's Kitchen."

Falcone chuckled as he blew some smoke out. "The Daredevil only hangs around Hell's Kitchen." He said before frowning. "Although I wouldn't put it past SHIELD to be behind it, it can't be the Punisher considering they were arrested instead of killed."

Being in thought, he looked back at his employee.

"Put a price out for a guy in black with souless white eyes." Falcone ordered. "I'm sure that it's nothing, but best to be safe than sorry."

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Bruce was leaving school the next day as Peter and MJ were running towards him. "Hey Bruce do you-?" MJ began before Bruce interrupted.

"Sorry, but I have a small meeting at my families company." Bruce apologized with a fake smile. "I need to go there to learn some stuff if I want to try to take it back one day."

"Oh, that's alright." Peter said with a wave of his hand. "Maybe later, I think you would get along with Harry."

Bruce gave a nod, knowing who they were talking about before leaving.

'_Harry Osborn, son of Norman Osborn and the heir to Oscorp... Norman is trying to buy WayneTech out._' Bruce frowned in thought. '_That's something I won't allow to happen._'

"Walking Master Bruce, or would you prefer a ride?" Alfred asked as he pulled up to Bruce.

Bruce allowed a small chuckle. "Thanks, Alfred."

"It is no trouble, Master Bruce." Alfred said as Bruce got in.

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At WayneTech, Bruce spoke to the secretary and managed to find out where a certain person was.

'_This is his office?_' Bruce thought as he saw a Broom Closet before he opened the door to see a young African American in his thirties messing with a small computer while some high tech gear was around him.

"Hold on." Lucius Fox said as he finished putting it together. "Now what can I do-?"

He stopped at seeing who it was.

"Well I'll be, Bruce Wayne." Lucius gave a grin. "It's been awhile."

"Lucius." Bruce returned the smile at the man his father trusted with more of the science division before frowning. "I'm surprised to see you in a cramped _office_."

And he used the term 'office' loosely.

"Yeah well, I stepped on a few toes here and there." Lucius answered setting a chair up for Bruce before sitting down himself. "Now what can I do for you?"

"I need to know if you can fix this." Bruce held out his grappling hook gun.

Lucius raised an eyebrow. "And what would you need that for?"

"Spelunking." Bruce lied.

"Really?" Lucius saw right through the lie.

"I found some caves outside of New York that I wanted to try some Spelunking in." Bruce elaborated on the lie. "But when I tested this, it didn't work."

Lucius gave him a look. "Mr. Wayne, don't think of me as a fool." He said as he stood up. "I can clearly tell that Spelunking is the furthest thing from your mind."

The smile was wiped from Bruce's face. "Mr. Fox-."

Lucius held up a hand. "Now I'm not going to ask what you're doing with it or why you took the armored suit and motorcycle from the Applied Science Divisions." At seeing Bruce's shocked face Lucius chuckled. "Don't worry I took care of the footage and I won't rat you out. The way I see it, the stuff belongs to you anyways."

At that Bruce sighed in relief. "Sorry Mr. Fox-."

"Call me Lucius."

"Only if you call me Bruce." Bruce countered. "Hearing Mr. Wayne sounds weird."

"Alright, Bruce but you'll need to get used to it someday." Lucius said as he picked up the grappling hook gun. "I'll have it finished by tomorrow."

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Bruce walked through the hallway only to stop at seeing, Peter being kicked by Kenny 'King' Kong the same guy who threw the taco at him. "**GOAL!**"

Eugene 'Flash' Thompson busted out laughing. "I give it six points, tops."

"Six?" Kenny looked on in mock insult. "It was a ten."

Peter got up and glared. "Ooh, look's like Parker is going to pull a carrie." Flash mocked.

"Why don't you leave him alone." Bruce spoke up walking up to them.

"Make me rich boy." Flash snapped.

"I'll make you." A new voice said as a red head male with a purple jacket walked up. "Come on, can you leave him alone for two seconds?"

"Why you sweet on him Osborn?" Flash taunted.

"No, I'm sweet on you." Harry Osborn retorted sarcastically.

"Oh right, like Wayne this is your Charity Project."

"Go flex a muscle." Harry rebuked before a teacher came out.

"What's going on out here?" He asked before seeing the scene. "Osborn, Kong and Thompson! Don't you punks have practice? GO!"

"Yes sir." Harry said as Flash and Kenny walked off.

The teacher walked up to help Peter up.

"So you're Bruce Wayne?" Harry asked curiously as he held out his hand. "Harry Osborn."

"Nice to meet you." Bruce said accepting the handshake. "Peter said a lot about you."

"All good things I hope?" Harry quipped.

In an effort to look normal, Bruce gave a chuckle. "Nothing but."

Seeing how the teacher left, Harry walked over to Peter. "Petey, when are you going to learn to stay out of their way?"

Peter snorted. "Yeah, silly me for walking down a hallway." He said sarcastically.

"So, I'll swing by the Parker Pad around eight and we'll go through that Biology stuff?" Harry asked.

Shaking his head, Bruce left as Peter tried to tell Harry that he had plans.

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Bruce was surprised to see Jack waiting outside the school for him. "Brucie, think you can hang?" Jack asked with a smirk. "We haven't done that in years."

Bruce gave a smile. "Sure thing." He said to his old friend as they walked through the city. "So what's your job anyways?"

Expecting that answer, Jack answered without batting an eye. "I test prank items."

"Your dream job." Bruce said shaking his head.

Jack gave a smirk. "Of course. I always love to spread smiles all around, you know that."

"That I do." Bruce agreed.

"So, Brucie how about we shoot some hoop sometime this week?" Jack offered cracking his neck.

'Hand-Eye coordination.' Bruce thought knowing it would keep his skills sharp and he would get to hang out with Jack as well. "I hope you're prepared to be beaten."

"Oh them fighting words." Jack joked as he laughed and a second later Bruce joined in feeling like his old self again.

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In the cave, Bruce held the Grappling Gun that he got back from Lucius before aiming it at a enclave nearby and he pressed the button as it fired before pulling him up.

"It works now." Bruce had a grin as he lowered himself back down before walking to a small computer he managed to set up down there. '_It's not much, but it'll get the job done._'

Typing into it a bit, he smirked as he saw that he was now connected in the NYPD's broadcasts while being untraceable.

Turning around, he looked at the Batsuit as he was calling it, he had a determined look.

"Time to get to work."

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Now as Batman, he was going through traffic as people were shocked to see something dart by them.

"_This is Officer Bullock, we have some punks hijacking a train._" A voice said in his cowl. "_It was en route to the bank before they came._"

Batman had a determined look.

Time to get to work.

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"I'm telling you, Falcone killed the guy." One of the thugs said as they were inside the train as it went by. "Then he put out a bounty for this creature."

His friend snorted. "I still say the guy got greedy. Dark creature with white eyes? Bullshit."

"Then how did our boys get captured?" The third guy asked as he was leaning near the window, not noticing a shape heading for them.

"The Cops, duh."

_CRASH!_

"AAaaahhhh!" The third guy was pulled through the window before his friend managed to grab his foot.

"Shit!" The second guy cursed at seeing Batman holding onto the other guy while the Batcycle was on the neighbor tracks. "Get us out of here! The guy's real and he has Rolf!"

"Shut it, we're going to play chicken with him!" The man turned the speed up as a train was coming from the other direction on the tracks that Batman was on.

Looking over, Batman narrowed his eyes before letting Rolf go and going off.

"See? He's the chicken-." The guy stopped when the Batcycle shot up and landed on the top of the train. "Oh shit."

"He wouldn't." The other guy said going pale as the train got closer.

With a smirk, Batman jumped off the Batcycle and slammed through the train windshield slamming into the guy at the controls, knocking him into the wall.

"The Creature does exist-!" Rolf shouted before Batman kicked his leg out and slammed the back of his gauntlet into his face, knocking him out.

The second guy came to punch Batman, but Batman used the guys momentum to flip him over and twisted his arm, breaking it.

The guy at the controls shook his head before Batman grabbed him.

"What was your intention?!" Batman roared in his face.

"I don't know-."

"Lie to me again and slamming into the wall will be the least painful activity this evening." Batman said as he pushed him towards the window where he could see the tracks. "I've heard that being ran over is quite painful."

"You wouldn't." The guy whispered in fear.

"Wouldn't you?"

"Alright, I'll talk." The guy looked about to wet himself. "Falcone has a big plan for the money on this train. Something that has to due with that shipment coming in from Hell's Kitchen, that's all I know I swear."

"Then you can rest." Batman said slamming his fist into his head, knocking him out before he pressed a finger to his cowl. "Alfred, I need any information you can dig up on Alberto Falcone and what he may be having shipped over later this month."

"_That'll take some time, Master Bruce._" Alfred said as Batman stopped the train.

"Then get started." Batman heard the sirens so he used his Grappling Hook to get to the roof while pressing a button on his belt signaling for the Batcycle to get back to the cave.

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Batman was sitting down in the Batcave wrapping a bandage around his arm.

After the incident on the train tracks, he found some criminals breaking into a closed store so he interfered and one of them got a lucky strike with a crowbar, bruising his arm through the armor.

But he managed to knock them out and get out of there before the police showed up.

"Master Bruce, do you require any assistance?" Alfred asked watching the scene.

"I got it, Alfred." Batman said as he pulled the cowl back to show his face. "I learned first-aid pretty well."

"If you insist, sir."

**To Be Continued...**

** Not really much action here. But I hope that I showed a realistic approach to how Batman was.**

** Oh and I plan on forming a tem here as well with Batman in it.**

** Should I call it the Avengers or the Justice League?**

** Here are the members.**

** Batman (Of course.)**

** Spider-Man (No way in hell is he dying in this story.)**

** Firestar (Figured she would do good in this.)**

** Ice Man (Bobby Drake was always a cool character... Pun not intended.)**

** Martian Manhunter (I know he's DC but I always liked his character.**

** Shroud (What Kitty Pryde called herself after Ultimatum, which will not appear in this story.)**

** Squirrel Girl (... What? So her powers revolve around controlling squirrels. This girl oneshot Doom, Loki, hell she kicked Thantos ass all by herself. Damn straight she's on this team.)**

** And yes I have the three from Spider-Man and his Amazing Friends cartoon, I always thought they made a good team.**

** Oh and Joker won't come for awhile. I really want to explore his character before he becomes the Mass Murdering Clown Prince of Crime.**

** Now onto Reviews.**

** Coldblue: Thanks, sorry for the first chapter being unstable I never typed someone as Batman, except for in Ghost of the League, before. It was an experience in itself... Now I can't wait to type Joker. Anyways, on to your questions. 1) He will. I'll try to make it realistic but he will. 2) He will before the team forms and after he shows that he's capable of being out there. 3) I have that fight planned in my head for weeks on beginning this story. 4) I actually think in the beginning when Batman is still an Urban Legend, Blade would come after him thinking he was a vampire and I will do my own version of Batman vs. Dracula. 5) Oh yes he will. 6) Yes, it will surprise some people but I will have some forms of romance... I don't think X-23 even exists in Ultimate Marvel, I wish she did though... Nah they would probably bastardize her like they did to Captain America. 7) Yes, he will never kill in this. 8) Well... Maaaayyyyybeeee... One Robin will be reference much later one.**

** NightMaster000: I plan to combine the Mark Hamill and the Arkham Joker. I figured that would work out pretty well if I can pull it off. And I will add my own twist to it... Although like I said, it won't be happening for awhile.**

** Guest1: Haha, thanks.**

** Now from my review to Coldblue you can see I don't like Ultimate Captain America.**

** Well I think they ruined him.**

** I loved Captain America Comics as a kid and the Ultimate Comics have me saying F-you Rogers! Hell they bastardized Hulk and Giant Man too! I hate Ultimate Giant Man the most.**

** Any person who does spousal abuse deserves to get their asses kicked!**

** *Coughs to get back on track.***

** So anyways, here are the previews for this story.**

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"What makes the city?"

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Bruce looked outside the Mansion as night befell New York and the News on the TV showed footage of the Ultimates fighting the Hulk.

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"Are we all corrupt?"

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A man with half of his face burnt off walked down a road as a kid was backing up and he grinned as he held a coin with one side that was burnt.

"Feeling lucky?"

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"Is there no salvation?"

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"Alice, Alice." A short man with gangly auburn hair and a giant green hat said as he looked at his pocket watch while a blonde woman was tied up. "We're late for tea-time."

"Let me go!" Gwen Stacy shouted.

"Now don't be like that, Alice." The Mad Hatter pouted.

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"Wow, somebody didn't drink their true blood tonight." Spider-Man deadpanned as he and Batman were searching through records in an office.

"I'm not a vampire." Batman said used to that rumor.

"Seriously? I figured with the darkness and the cape." Spider-Man shook his head.

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"Who can we trust when even the closest fall?"

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"As you can see?" An extremely pale man with green hair smiled evilly as he looked at Bruce Wayne. "I'm a lot happier."

Then he threw his head back and laughed.

"Hahahahahahahahahahahaha!"

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Batman stopped on a rooftop as a shield with the colors of the American Flag nearly slammed into him and he turned to see the Ultimates.

"Batman you are under arrest." Captain America said as he gripped his shield tightly. "Either you come quietly or we'll take you down."

"Try it." Batman said darkly, noting that it was only him, Iron Man and the Wasp.

He can handle this.

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Bruce stared in shock at seeing somebody he thought was dead.

"You look like you've seen a Ghost." Ras Al Ghul said sipping some wine.

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"Jones?" Bruce said staring at the giant crocodile that stood at nine feet tall and was ripping with muscles. "What happened to you?"

"Evolution Wayne." Waylon Jones said before smirking. "And I have the munchies now."

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"No." A teenage girl with red hair and green skin muttered as she was on her knees with her hands to her head. "Stop it."

"Pamela, I'm trying to help." Batman said to his classmate. "You don't have to do this."

"Yes I do!" Pamela Isley shouted in rage. "Humans are filthy, disgusting creatures! They're always selfish! Always turning their backs on people, hurting the ones close to them! But not plants!"

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"You don't know why I do this!" Victor Fries said as he held a gun at Batman. "I have no choice."

"We always have a choice Victor." Batman said sternly.

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"So what's it going to be, Batsy?" Joker asked as he sat back while two different elevators were shown on a screen.

One contained Children and the other contained Alfred.

"You choose who dies."

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Batman clenched his teeth as a blade was in his shoulder.

"The Court of Owls has demanded your death!" A man dressed like an armored owl stated before driving the dagger deeper.

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"This is the world you defend?!" Ras shouted as he kicked Batman near the edge of the building while it was burning. "The one filled with hatred and bigotry?!"

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"This is the Great Batman?!" A huge ripped man shouted as he held a broken and bruised Batman by his neck. "I don't know whether to scoff or laugh at the exaggerations!"

**Alright that's enough so I hope you liked them.**


	4. Chapter 4: Birth of the Bat Part 4

_**Chapter 04: Birth of the Bat Part 4**_

"So you excited for the field trip in two weeks?" Peter asked as he was walking with Bruce down the hallway.

"The one to Oscorp?" Bruce asked not really paying attention as he was trying to think about where to patrol next in Gotham.

"Exactly, I really can't wait to see the insides of the company." Peter had an excited look.

"If you say so." Bruce said nonchantly.

"So, Bruce?" Peter looked down a bit. "You want to catch a movie with MJ and I later?"

Bruce wanted to say no but he faltered a bit.

He honestly thought that Peter and Mary Jane would leave him alone if he ignored them.

But they chose to keep at it and try to be his friend.

'_No._' Bruce told himself. '_The mission is first priority._'

"Thanks for the invite." Bruce said with a nod. "But I don't want to be the third wheel with you guys."

Peter went red at the implications. "MJ and I aren't dating, we're just friends."

"If you say so." Bruce said as the bell rang, signaling them to get to class.

"I'm serious here!" Peter shouted.

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"What do you mean another shipment was hit?!" Falcone shouted as one of his men was giving him the news.

"It was that creature again!" His guy said in fear. "It keeps coming to every shipment. That thing isn't natural!"

Falcone roared as he slammed his fists on his desk. "Damn it! I want this thing dead!" Then he clenched his fist. "Step up the patrols for the big one. I'm going there myself."

"Sir, are you sure about this-." Falcone glared at the man.

"This is my town and I'll deal with this thing myself."

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"A lot of them are saying the same thing." An overweight Detective said wearing a brown overcoat. "They're saying a dark clad creature took them down and tried to steal their souls with souless eyes."

Captain George Stacy a man in his forties with gray hair wearing a blue coat, gave a snort at hearing that. "A creature? Detective Bullock are you joking?"

"In the shape of a bat." Harvey Bullock said with a nod. "And those injuries inflicted are very real."

"It's some guy in a costume." Captain Stacy waved off the rumor. "We have a guy dressing like the devil in Hell's Kitchen."

"And some rich boy in a metal suit flying past every office building to wave at pretty girls." Bullock scoffed amazed at how crazy the world got.

"Did you get any other information?"

"None, they were to scared to speak." Bullock sighed. "I can tell they're Falcone's men though."

"Even if we can't pin it on him." Stacy muttered before looking serious. "Where's Gordon?"

"He was picking his daughter up from school." Bullock answered with a nod before chuckling. "Despite her protests, she acts like a grown up for a twelve year old."

Captain Stacy gave a chuckle as he remembered meeting his childhood friends daughter and he thought about his daughter Gwen.

She should be coming back from living with her Mom soon.

He missed his little girl.

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"Master Bruce." Alfred said coming into the library where Bruce was about to enter the Batcave. "You have a visitor."

"Tell them I'm not here." Bruce answered before a familiar voice spoke up.

"Why the cold shoulder, Bruce?"

Turning, Bruce was surprised to see a twenty-seven year old man with black hair and a black goatee wearing a black suit carrying a drink. "Uncle Tony?!"

Anthony 'Tony' Stark was a good friend of Thomas Wayne when they were kids, so much that Bruce took to him as his Uncle.

"How are you doing?" Tony asked with a smile as he ruffled Bruce's hair to his annoyance. "Man I haven't seen you in years."

"What are you doing here?" Bruce asked curiously.

"Well I was going for a test drive in one of my armors." Tony said reminding Bruce that Tony was also publicly known as Iron Man for wearing a metal suit that had a lot of weapons in it. "When Jarvis told me that you were back and I had to see what you were doing."

"Nothing much." Bruce answered with a shrug. "I've been going to school in order to take back my company."

"Ah." Tony gave a nod. "If you want I can give you some tips on managing a business."

"That would be cool." Bruce said appreciatively.

He may be somewhat of a loner these days.

But people from his past like Alfred, Tony and Jack were people he was willing to hear out.

Tony's bluetooth rang. "Hello-? Oh Fury."

Bruce looked confused.

After a few seconds, Tony sighed. "Fine, I'll be there." He muttered as he hung up. "Sorry about that."

"Is everything okay?" Bruce asked curiously.

"Have you heard of the Ultimates Program?" Tony asked curiously as Bruce frowned.

"Isn't that this SHIELD special team?" Bruce asked considering how a Government Spy Organization was created years ago.

"Yeah to combat threats no one else could, in otherwords Superheroes working for the Government."

"You mean?"

"Yeah, I'm on it." Tony said with a chuckle. "They have a guy named Hank Pym and his wife Janet on it too, some Robin Hood wannabee named Hawkeye and Fury's trying to get someone who think's he's Thor the God of Thunder."

"That sounds interesting." Bruce said even though he had a bad feeling about it.

"Interesting doesn't even begin to cover it." Tony said taking a sip of his drink. "They're trying to recreate Project Rebirth, that same thing that created Captain America."

Bruce gave a nod as Tony got up. "So you have to go?"

"Yeah, I'm working with Doctor Bruce Banner on a few things." Tony said before pausing. "How old are you again?"

"Sixteen." Bruce answered with a raised eyebrow. "Why?"

"Alright when you turn twenty-one I'm taking you out for your first drink, how's that sound?" Tony offered.

Knowing that he wouldn't budge, Bruce smiled. "Sure."

"Alright kiddo, see you later."

As Tony left, Bruce moved to the Batcave to get started on what he wanted to do.

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Sitting in a chair in front of a computer, Bruce was doing some research on the things that Alfred found out about Falcone.

He was born in the life of a mobster.

He was cocky.

Arrogant.

And willing to murder to get what he wants.

Just the type of evil that he's been training to take down.

'_I need to find out what that shipment appearing tonight is._' Bruce thought before grimacing. '_But I'll have to risk Hell's Kitchen and another run-in with Daredevil because he's most likely trying to find out about this as well._'

Then Bruce frowned.

'_I didn't train for years to be deterred by something like that._'

Grabbing his suit, Bruce got to work.

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Daredevil was waiting patiently at the docks as he could sense quite a few goons there.

More than he's sensed in awhile.

'_Something has them spooked._' He thought before sensing a familiar heartbeat as something landed on the roof behind him.

"I warned you to go home, kid." Daredevil said as he turned towards Batman.

"I make my own choices." Batman said in his gruff voice. "All the leads I got in Gotham lead me here."

"Gotham." Daredevil gave him a look. "I should've known that black clad creature I've been hearing about was you."

"After the last time we met, I figured a change of appearance was needed." Batman said as he clicked on the side of his mask to have the lenses zoomed in. "Twenty men, all armed and Alberto Falcone himself is there."

Now that actually surprised Daredevil. "Falcone at one of his shipments? That's risky for him."

"He wants to make sure nothing happens to this shipment." Batman deduced. "Most likely after I interfered with three of them in Gotham."

"You're going to keep interfering even if I tell you not to?" Daredevil asked in annoyance.

"I trained my whole life to fight scum like this." Batman answered darkly.

"Fine." Daredevil accepted after hearing his heartbeat not waver when he spoke. "But this is my turf, so you follow my lead."

"Fair enough." Batman agreed since he would ask the same in Gotham.

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Falcone was waiting patiently as his men got to work moving the crates.

"Crane better appreciate this." Falcone muttered as he saw one of them take a peek. "Get back to work!"

"Sorry Falcone, sir."

One of them was going back to the van to grab another box when a hand reached out and covered his mouth before pulling him into the shadows.

"Hey Johnny, you coming?" There was no answer. "Johnny?"

The absence of one of them caused the men to finger their guns nervously.

"Johnny I swear if you're fooling around, I'll shoot you myself-." He was interrupted when a dark creature swooped down from above and flew off with him. "**GAAAAAAHHHHHHH!**"

"Shit! It's here!"

"Stay in position!" Falcone ordered holding his gun. "We prepared for this creature-."

"Did you prepare for me?" Falcone turned to have a red billy club smack the gun out of his hand before Daredevil grabbed him.

"Falcone!" Some of the men came to save him only for a dark object to hit the lights above them causing it to flicker.

As it flickered it showed Batman appearing out of nowhere before he punched one of them and kicked another back as the light kept flickering with him being in a different spot, as if he teleported.

Gunfire erupted as they tried to shoot the shadow before a billy club slammed into the guy's head as Daredevil kicked him back.

"Twelve down." Batman said as the other eight started shooting as Batman threw down a smokebomb.

As the men began to cough, Daredevil was using his senses to go through the smoke, taking them down as the last thug shook in fear as Batman appeared in front of him, leaving him to shoot his chest where the bat emblem was.

Looking down at the small dent in his chest, Batman shoved forward, knocking the gun away before slamming the last guy into the wall.

Daredevil gave an approving nod. "You are taking this seriously at least." He admitted.

"What did you do with Falcone?" Batman asked getting to business.

"Tied him up near the docks." Daredevil answered as Batman headed in that direction.

"There's some questions I need answered."

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"Shit." Falcone muttered as he struggled in the ropes. '_Stupid, what was I thinking? I should've prepared for the damn Devil as well-._'

"Falcone." A dark voice that was as rough as sandpaper cut through his thoughts as he looked to his left to see white souless eyes right in his face.

"**GYAHHHH!**" Falcone screamed before a fist lashed out cutting him off.

"What was this shipment for?!" Batman roared in his face.

"G-Go to hell." Falcone tried before Batman grabbed his wrist.

"Do you know how many bones are in the wrist?" He asked pressing in a certain spot, breaking something causing Falcone to scream in pain. "Sixteen and I just broke your lunate. You have fifteen bones left in this wrist, so how much pain you endure until you talk is in your hands."

"Fuck you-."

_Crack._ "Fourteen."

"You son of a-."

_Crack._ "Thirteen."

"**ALRIGHT! I'LL TALK!**" Falcone screamed as his wrist was on fire. "It was for a man called Crane."

"I need his full name!" Batman said darkly.

"That's all I know!" Falcone cried out in pain. "The only other name he goes by is Scarecrow! He paid good money for this and he wears a brown hood along with claws on his left hand! That's it, I swear!"

"He's telling the truth." Daredevil said coming out of the shadows before giving another approving nod. "Didn't think you had it in you to interrogate him."

"Wha-?" Falcone was cut off by Batman knocking him out.

"That was nothing." Batman said truthfully before they heard sirens. "We should go before the Police catch us."

"I'll keep an eye out for this Crane person." Daredevil said as he placed a hand on one of the crates, his senses reaching out to what was in them. "I haven't seen anything like this-."

Hearing something fire, Daredevil turned to noticed Batman flying off with a Grappling Hook Gun as he smirked. '_If it wasn't for my enhanced senses I wouldn't notice him gone._'

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"I'm sorry but did you just say Scarecrow?" Alfred asked skeptically as Bruce sat in front of the Computer. "I take it that Tin Man and Lion will be coming with Dorothy and Toto as well?"

"That's what they called him." Bruce answered, not paying any mind to Alfred's sarcasm. "There are quite a few Cranes in New York."

"Might I suggest retiring?" Alfred asked coming up. "You do have a busy day at School tomorrow."

"I'm busy." Bruce said before Alfred touched his shoulder.

"You'll collapse from exhaustion if you don't get any rest Master Bruce." Alfred said in a firm tone, telling Bruce that he wasn't going to back down.

Giving a sigh, Bruce turned the computer off. "I suppose I'll look into it tomorrow."

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"So my shipment was lost?" A dark voice asked as a lone man was inside a dark room.

"I swear it wasn't Falcone's fault, it was that creature, that Black Bat that's been terrorizing Gotham!" The man said in fear.

He had a good reason because this man doesn't tolerate failures.

"Black Bat creature?" The voice asked before chuckling. "Is that truly what you're afraid of?"

"W-What?" The man asked before he saw a shape with yellow eyes near him. "C-Crane-."

"There is no Crane." The shape came out to show a hunched man with a stitched up face that had blood leaks on the mouth where one stitch was, a hood hiding it from view as he had five syringes on a glove that looked like it was from a Nightmare on Elm Street Movie. "Only Scarecrow!"

"No, please-." The man begged as Scarecrow injected him with the syringes.

"Now show me what you fear!" Scarecrow laughed wildly as the man screamed in horror.

**To Be Continued...**

** Sorry for the wait and I hope you like my own version of Scarecrow.**

** As you can tell I had some inspiration from the Arkham Games.**

** But I also changed it up to instead of a mask.**

** It's his actual face that's stitched up.**

** Something to make him a bit more horrifying and his eyes are actually the result of his Fear Toxin.**

** More will be explained in the next arc.**

** Now for the Reviews.**

** Coldblue: Thanks, I'm trying to make it slow and I think this chapter was a little believable because how he used the criminals fear to his advantage as well as team up with Daredevil. And I hope you enjoyed the interrogation with Alberto Falcone. But he's taken out of the picture for now. I'm also happy I did Lucius Fox some justice. Now for the questions. 1) Ultimate Marvel. 2) Well the Goblin doesn't have a Glider in Ultimate Marvel, he doesn't really need one. 3) Oh he will when he fights them. 4) The YJ uniform for sure, that was a good one. 5) He will, but he won't know who Batman is for awhile. 6) I will, I can promise that. 7) Maybe after the Clone Saga with Spider-Man. 8) He will because he won't tollerate them in Gotham. 9) That will happen, Fury and the Ultimates won't like it, but it will happen. 10) He will overtime. Bruce is a tricky character to write about that but it will happen. 11) Interesting list, Lillith would probably be the choice, but I want to look at all the options first so I'm going to wait for it... Mostly because I've never heard of Lillith. 12) Yes, I think Bruce would see Miles save the people from the burning building and tell Peter about it, leading Peter to look for Miles 13) Once they do form a partnership in clearing out crime they will.**

** The Ronin of Imagination: Yeah it is more realistic, I'll admit that much so Captain America is redeemable especially what he does to Hank after the Spouse Abuse Incident... But not Giant Man and Hulk.**

** The Deserter: 1) Damn it, Terry was supposed to be a surprise, I figured he would work because in the DCAU show he was shown to be a clone of Bruce due to genetics being injected into his Dad before he was conceived. 2) It'll end the same but I may have them get back together in the League. 3) He won't be a founding member but he will join. 4) Alright, I'll make it happen. 5) That will definately happen.**

** Phantom Fan: Yeah I hated that too, but Peter did leave an easy trail to follow in the beginning with the Spider bite not being a secret, Spider-Man fighting crime right as soon as his Uncle was killed, the first criminal he rounds up being the same guy who killed his Uncle, that does leave quite a trail. But Bruce will know from the beginning because of the bite and the weird things that happen to Peter. And yeah, Justice League War was one of the inspirations for the team... I'll have to do more research on Squirrel Girl and I'll try to recreate her to fit into the Ultimate Universe, make her realistic and try to have her with the same luck... It'll be tough but it's doable.**

** Alright see you next time.**

_As Batman looks into the mystery of Crane he uncovers secrets that should've stayed buried._

_ Fear grips Gotham as a silent war wages._

_ Meanwhile reports of the Bat terrorizing Criminals brings in unwanted attention from SHIELD as they are tasked to finding out who it is._

_ Will Batman face his fears while evading the top agents in the Government or will his will crumble in the face of terror?_

_ Find out what happens next time in._

_ Fear Fest_

**Spidey Signing Out!**


	5. Chapter 5: Fear Fest Part 1

_**Chapter 05: Fear Fest Part 1**_

Scarecrow sat in a dark room as his clawed hand rested on an armchair, deep in thought.

This Batman intrigued him.

What sane man would dress up like a bat to attack criminals?

Was he a vampire? He met one a long time ago, oh how sweet it was to hear his fear.

Or was he a pet project to SHIELD, something like how he used to be.

Scarecrow looked in the mirror as he touched his stitched up face, trying to remember what he looked like.

All he got were words.

_"Please."_

_"No son of mine is going to be afraid. You will learn to face them."_

_"Not the cellar!"_

Those were the words of his father.

He wanted him to face his fears and he has.

Now he was interested in the fears of others.

"But I won't be able to do so with Falcone behind bars." Scarecrow muttered as he grinned, pulling on the stitches. "I wonder what he fears?"

With a laugh, Scarecrow stood up to show that the wires that held the fear toxin in his claws were embedded in his wrist.

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A dark skinned man with no hair wearing a trench coat and an eye patch was staring at the screen as it showed camera footages of criminals being taken care of by someone who was slowly becoming the Urban Legend of Gotham.

His name was Nick Fury the Director of SHIELD.

This 'Batman' has been making waves since his first appearance and Fury had to say he was impressed.

This man had training, conviction and gadgets.

He would make a good addition to the Ultimates if he could find him.

That was the main thing that bugged Fury.

The Batman as they've taken to calling him has managed to avoid every single way for SHIELD to track him which meant he knew how to cover his tracks.

But there was one thing that Fury knew.

Those moves that this Batman used, they belonged to a man he fought before.

Ras Al Ghul.

The man they scrapped off the sidewalk of Gotham a year ago.

"So Ras had a student." Fury said beginning to think of an idea. "But he didn't agree with the Shadows methods considering he hasn't killed anyone. They fought and Ras must've fallen."

He has the body held in a cell in the Triskellion due to the man's penchance for coming back to life.

So far it just stayed there, in perfect condition proving that he wasn't dead.

Just in a coma.

"Who are you." Fury said as it zoomed in on Batman. "And what are your motives?"

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Bruce frowned as he looked over the computer inside his hideout.

Every attempt to find this Scarecrow has gone cold before it even began.

Nobody knew where he was.

Nobody knew who he was.

It was as if he didn't exist.

But he saw fear in Falcone's eyes when he gave the name.

This Scarecrow is very real.

And he's going to find out who it is and what he plans to do.

Bruce pinched his nose in frustration as he got off the computer.

How was he going to find this Scarecrow-.

Then his eyes widened.

If nobody knew where he was then that meant he was getting rid of people.

And Falcone would be on his hit list.

Bruce cursed as the alarm he had went off and the Police Scanner came to life.

"_All units, all units we have a Code 10 at Riker's Island._" A frantic voice shouted. "_Something is after Falcone._"

"_This is Detective Gordon, is it a breakout?_"

"_I- I don't kn-G-Get off of me. Please!_"

"_What do you fear?_" A heinous voice asked as the communication died down with the officer screaming in horror.

"_Harold?!_" Gordon asked before gritting his teeth. "_Damnit, all units report to Ryker's, we need every available asset._"

Bruce frowned and decided to intervene as he got up in time for Alfred to come out of the elevator they inputted to the cave.

"Master Bruce you have a visitor-where are you going?"

"Scarecrow is at Rykers attempting to kill Falcone." Bruce answered pulling the gauntlets on. "Whoever is visiting will have to wait."

"It's young Parker and Miss Watson." Alfred tried again.

"The mission comes first, Alfred." Bruce said pulling his cowl on before he got on the Batcycle and took off.

Alfred looked disheartened at seeing this consume Bruce.

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"I'm sorry but Master Bruce left earlier." Alfred said seeing MJ and Peter outside the door.

MJ thought that was weird considering how Alfred was positive he was here earlier. "Did he say where he went?"

"No he didn't." Alfred said with a sigh. "I worry for him sometimes."

"Well, we'll see him at school tomorrow." Peter said with a grin. "Maybe we can speak with him a bit more."

"Wait, Mr. Pennyworth-." MJ began before Alfred smiled.

"Just Alfred young miss."

"Alright then Alfred, can you at least let Bruce know that we want to speak with him."

"We do?" Peter asked before MJ elbowed him. "Uh I mean yes we do."

Alfred chuckled, seeing through that. "I shall pass it along."

"Thanks." MJ said as they left the mansion.

"What did you want to ask Bruce?" Peter asked as they were walking down the street.

"I want to ask him to stop being a jackass." MJ said causing Peter to raise an eyebrow.

"How is he being a jackass?"

"He is pushing everyone away unless they're that Jack guy, he is pale enough to where you would expect him to have fangs and he keeps blowing us off." MJ said counting them off her fingers.

"Well that just makes him socially awkward." Peter remarked. "He does help me out against Flash and them."

"Which is why I'm trying to be friendly with him." MJ answered.

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Batman made it to the entrance as he activated a camo mode on his motorcycle causing it to blend into the surroundings.

He could see a lot of people writhing on the ground as they were foaming at the mouth.

Kneeling by one, Batman took a syringe out of the belt he carried and took a blood sample before pocketing it.

Moving quickly, Batman ran down the hallway before he saw that someone let the prisoners out and they were beating on a guard.

"Yeah, break his face!" One of them cheered as the guard was kicked.

One of them was carrying a pipe. "Let me have a turn."

"Wait until I'm done."

'Seven men.' Batman thought as he silently snuck up on one causing the guards eyes to widen.

"W-What is that?" He asked causing Batman to silently curse him. "Behind you."

The man with the pipe laughed. "You really think I'm going to fall for that-?" He asked before his feet was kicked out from underneath him and he was slammed face first into the ground unconscious.

"Holy shit!" One of them yelled before Batman threw his fist as two of them came at him but he blocked one before grabbing the other ones fist and slamming him into the other three knocking them down.

That left him to slam the guy he blocked into the wall, breaking his arm leaving him out of the fight.

The other five were wary as they surrounded him.

"What is he?"

"Whatever he is he's dead."

"Tch, sure you charge at him numbnuts."

"I'm here for the Scarecrow." Batman said in his dark voice as he looked at them. "I'll give you one chance to go back to your cells or you'll end up like your friends there."

"Fuck you freak." This guy picked up the pipe but Batman ducked as he grabbed the guys arm forcing him to smack himself in the face with the pipe, effectively breaking his nose as he dropped it.

Then Batman knocked his teeth out with a punch.

"Anyone else?" Batman asked glaring at them.

Four of them took him up on that offer and were on the floor in agony.

"Screw this, I'm not ending up in the infirmary." The last guy was running leaving Batman to pull a Batarang out and threw it.

It embedded itself into his leg causing him to fall in agony.

"You alright?" Batman pulled the guard up.

"Y-Yeah." The guard was in shock. "W-Who are you?"

"That's not important, where are you keeping Falcone?"

"I can't give that-." The guard tried to say but Batman cut him off.

"The man who broke in here is after Falcone and he needs to be stopped." Batman said causing the guard to pause.

"... He's in Cell Block A." He said walking towards one of the inmates as he cuffed him to the nearby cell. "I saw the guy, be care-."

The guard looked up to see Batman gone.

"Well, damn." The guard muttered at that.

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Falcone sat in his cell reading before he heard the alarms. "Well it's about damn time." He muttered thinking it was his men here to break him out.

But on hearing a familiar laughter, Falcone paled before Scarecrow was outside his cell.

"Hello Alberto." Scarecrow said opening it with the key he took from a guard. "How's prison treating you?"

"S-Scarecrow, thank you for breaking me out." Falcone said praying that was the reason. "I will be sure to ship you more of your stuff-."

"Oh Alberto you misunderstand me." Scarecrow said walking towards him, his claws grinding on the bars. "I'm not here to help you, I'm here on pure business."

"H-How much?" Falcone asked pressing his back to the wall. "I'll get you anything. Women, Money, Cars-."

"I want..." Scarecrow shoved his hand forward barrowing the claws inside of Falcone's stomach. "Your fear."

Falcone fell to the floor writhing as he saw bats surrounding him with a deviled face in the back.

"N-No, get away, please don't hurt me anymore." Falcone screamed. "Stop trying to steal my soul you Bat-Freak!"

"The Batman?" Scarecrow chuckled. "You're scared of the Batman, how intriguing."

With a laugh, his hand lashed out again slitting Falcone's throat as he left, leaving the man gushing out blood as he tried desperately to breathe.

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James Gordon a man with brown hair and glasses while wearing a brown overcoat, in his early forties, cursed under his breath as he arrived on the scene as he saw the men on the floor writhing. "Montoya, Call an ambulance to pick them up and find out what the hell is wrong with them."

"Yes sir." A black haired woman in a red shirt and black jeans said.

As Gordon ran inside he saw a bruised and bloody guard cuffing unconscious perps to the cells while one was moaning in agony. "What happened in here?" He asked.

"I don't know." The guard said seeing Gordon and recognizing the Detective. "Some man with a messed up face and Krueger claws came in her stabbing people before he let some of these animals out."

"And you beat them?" Gordon asked noting his beat up face.

"Hell no, they were beating me." The guard said. "Then I think it was the Batman showed up."

That got Gordon's attention. "That Vigilante in Gotham?"

"Yeah, he took all seven of them down without them laying a finger on him." The guard said. "Four of them came at him at once and it was hard to tell what was happening but they were on the ground before the last one began to run and he threw something."

Walking over to the moaning thug, Gordon saw the weapon sticking out and he pulled causing the guy to cry out to see a bloody bat weapon.

"Where did they go?" Gordon asked urgently.

"Batman called the Krueger guy Scarecrow and said he was after Falcone."

That was all that Gordon needed as he took off pulling his pistol out.

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Batman made it to the room as he saw Falcone's body. "Damn it." He cursed as he didn't see the murderer anywhere as he pressed the side of his cowl. "Alfred, I was too late, Scarecrow got to Falcone."

"_That is terrible news, Master Bruce._" Alfred spoke back. "_Do you have any leads?_"

"I have a blood sample from one of his victims." Batman said. "I'm going to isolate what chemical it is and use it to track him down."

"_Sir, I'm not trying to deter you or anything but you're not a Genetic Researcher and that is way out of my depth._" Alfred replied sounding apologetic. "_And Mr. Fox is an Engineer._"

Batman narrowed his eyes before he thought of something. "But Parker studies it extensively."

"_Sir?_"

"Freeze!"

Batman spun around to see Detective Gordon and his eyes widened behind his cowl.

He knew him.

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_**~Eight Years Ago~**_

Bruce was curled up in a blanket as he watched the police making a crime scene and he could hear some of them talking.

"Poor kid."

"You think he'll be fine?"

One of them snorted. "Him? Of course he'll be fine with all that money."

"Shut up!" A younger James Gordon walked up to him. "He just lost his parents and is all alone, money won't fix that."

"Whatever you say Gordon, his butler is on his way to pick him up." The man sneered. "You hear that? The kid has a butler."

As the man walked off, Gordon approached Bruce. "Sorry you had to hear that."

Bruce was just silent.

"Listen... May I call you Bruce?" Gordon asked as Bruce looked at him with anguish in his eyes before nodding. "Bruce, I promise that we'll find the man who did this."

"Why?" Bruce asked with a broken voice. "Why did he do it?"

"... I don't know." Gordon said placing a hand on Bruce's shoulder in an attempt to comfort him. "But I won't rest until he's brought to justice."

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_**~End Flashback~**_

"I said don't move!" Gordon said holding Batman at gun point.

"I'm not the problem-." Batman tried to say, but Gordon interrupted him.

"It doesn't matter, you're a Vigilante and I'm taking you in."

"I'm on your side." Batman said darkly.

"My side?" Gordon shook his head. "You're the worst kind of criminal."

That caught him off guard.

"You think you're above the law but you're not." Gordon said pulling out a pair of handcuffs. "Now take off your mask."

"And let Crane get away?" Batman asked clenching his fists as something fell in his hands. "Sorry Jim but I won't be able to do that."

Gordon gave a start. "How do you-?" He asked before Batman threw a smoke pellet down covering the area in smoke and when it cleared he was gone. "Son of a bitch."

Pocketing his pistol, Gordon approached the body and knelt to his knee before pulling out a radio. "This is Gordon, Falcone is dead."

"Damn, who did it?" Bullock's voice came in.

"I found the Gotham Vigilante in here but the evidence points to a man called Scarecrow."

"... First Batman now someone called Scarecrow?" Bullock sighed. "I'm seriously beginning to think about early retirement."

"You and me both." Gordon said pocketing it.

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Peter munched on a candy bar as he headed towards the basement to put something up.

In three days was the trip to Oscorp and he was pretty excited.

But on making it there, he paused at seeing the small window open.

Frowning to himself, Peter closed it before a hand covered his mouth.

"I'm not going to hurt you." A voice that sounded like sandpaper said as Peter's eyes widened and he felt his heart beat rapidly in fear. "I need your help."

Considering he couldn't turn around, Peter didn't know who had him trapped.

"I have a blood sample of a Police Officer that is dying due to an anomaly in his blood and I can't crack it but you can." The voice said causing Peter's eyes to widen further. "I'm going to let go of your mouth, can I trust you not to scream?"

Peter gave a nod and he felt himself go free before he spun around seeing Batman with the vial already in his hand. "W-Who are you?"

"I'm the Batman."

**To Be Continued...**

** Sorry for the long wait, but I had trouble typing Scarecrow and I was watching Gotham, great show by the way so I might add some elements from it in here.**

** Next chapter I'll show more of James Gordon as well as SHIELD getting involve with the attack on Rykers Island as well as the beginning of Batman and Peter's friendship.**

** Now I know that Batman is good but this one is a teenager so he isn't a genius in everything like he is in the original comics so he needed an expert on Genetics and he remembered Peter Parker talking about it once in school and researching it extensively.**

** That was why he went to him.**

** Now to answer some reviews.**

** Coldblue: Thanks, I had to look up the bones in the wrist though for the interrogation scene so I'm happy that you enjoyed that as well as Scarecrow's appearance. I plan to go more into his psyche in this story like how I showed him thinking in the beginning. Now for your questions. 1) Kind of but they'll still remain close due to their history. 2) Oh he will, especially after seeing the News about the Hulk. 3) Kind of a mixture of both. 4) He will help them out but I'm not sure about him joining. 5) Possible Justice League. 6) Perhaps soon. 7) Not until he knows how it works due to it being lethal in this story. 8) It will show soon. 9) Ras Al Ghul encountered psychics before so yes he did. 10) He will and the relationship will remain to be seen.**

** Spiderfan626: Thanks and sorry for the wait.**

** Phantom Fan: Thanks and don't worry, I plan to have Batman help Peter out with that to compensate for Peter helping him with the fear Toxin and I do plan to have Batgirl show up but not for awhile, maybe in three to five years.**

** NightMaster000: Thanks and I plan to have Scarecrow actually go after Daredevil in the future, not in this Arc but I think he would be interested in the so called 'Man with no Fear' am I right? But I hope you enjoyed how I did Scarecrow so far.**

** ThelonewolfNT: Thanks and sorry for the wait.**


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